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1

BASE PROSPECTUS

DATED 2 JUNE 2020

BNP Paribas Issuance B.V.

(incorporated in The Netherlands) (as Issuer)

BNP Paribas

in co r p o r a ted in F r a n ce) (as Guarantor)

BNP Paribas Fortis Funding

(incorporated in Luxembourg) (as Issuer)

BNP Paribas Fortis SA/NV

(incorporated in Belgium) (as Guarantor) Base Prospectus for the issue of unsubordinated Notes

This document (the "Base Prospectus") constitutes a base prospectus in respect of Notes issued under the

Note, Warrant and Certificate Programme of BNP Paribas Issuance B.V. ("BNPP B.V."), BNP Paribas

("BNPP") and BNP Paribas Fortis Funding ("BP2F") (the "Programme"). Any Securities (as defined below) issued on or after the date of this Base Prospectus are issued subject to the provisions herein. This does not

affect any Securities issued before the date of this Base Prospectus.

This Base Prospectus constitutes a base prospectus for the purposes of Article 8 of the Prospectus Regulation.

"Prospectus Regulation" means Regulation (EU) 2017/1129 of 14 June 2017. This Base Prospectus received

approval no. 20 -231 on 2 June 2020 from the Autorité des marchés financiers (the "AMF") and will be valid

for a period of one year following the date of its approval by the AMF. The obligation to supplement this Base

Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply

when this Base Prospectus is no longer valid. This Base Prospectus has been approved as a base prospectus by the AMF in France as competent authority

under the Prospectus Regulation. The AMF only approves this Base Prospectus as meeting the standards of

completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the

AMF should not be considered as an endorsement of the Issuers or the Guarantors or of the quality of the

Securities. Investors should make their own assessment as to the suitability of investing in the Securities. Upon

such approval, application may be made for securities issued under the Programme during a period of 12 months from the date of this Base Prospectus to be listed and/or admitted to trading on Euronext Paris and/or

a Regulated Market (as defined below) in another Member State of the European Economic Area (the "EEA")

(which, for these purposes, includes the United Kingdom). Euronext Paris is a regulated market for the

purposes of the Markets in Financial Instruments Directive 2014/65/EU (each such regulated market being a

"Regulated Market"). Reference in this Base Prospectus to Securities being "listed" (and all related references) shall mean that such Securities have been listed and admitted to trading on Euronext Paris or, as

the case may be, a Regulated Market (including the regulated market of the Luxembourg Stock Exchange

(including the professional segment of the regulated market of the Luxembourg Stock Exchange)) or on such

other or further stock exchange(s) as the relevant Issuer may decide. Each Issuer may also issue unlisted

Securities. The applicable Final Terms (as defined below) will specify whether or not Securities are to be

listed and admitted to trading and, if so, the relevant Regulated Market or other or further stock exchange(s).

2

The requirement to publish a prospectus under the Prospectus Regulation only applies to Securities which are

to be admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than

in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation

(and, for these purposes, references to the EEA include the United Kingdom).

The Issuers may issue Securities for which no prospectus is required to be published under the Prospectus

Regulation ("Exempt Securities") under this Base Prospectus. See "Exempt Securities" in the "Overview of

this Base Prospectus" section below. The AMF has neither approved nor reviewed information contained in

this Base Prospectus in connection with Exempt Securities. Approval will also be granted by the Luxembourg Stock Exchange in accordance with the Luxembourg Act

dated 16 July 2019 on prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières) (the

"Prospectus Act") for Securities (including Exempt Securities) issued under the Programme to be admitted to

the Official List and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange (the

"Euro MTF") (including the professional segment of the Euro MTF) during the twelve-month period after the

date of approval of this Base Prospectus. This Base Prospectus also constitutes a prospectus for the purpose of

the Prospectus Act. The Euro MTF is not a regulated market for the purposes of Directive 2014/65/EU. Under the terms of the Programme each of BNPP B.V. and BP2F (the "Issuers" and each an "Issuer") may

from time to time issue, inter alia, notes ("Notes" or "Securities") of any kind including, but not limited to,

Securities relating to a specified index or a basket of indices, a specified share (including two or more shares

which are attached to each other so that they trade as a single unit ("Stapled Shares")), global depositary

receipt ("GDR") or American depositary receipt ("ADR") or a basket of shares (including Stapled Shares),

ADRs and/or GDRs, a specified interest in an exchange traded fund, an exchange traded note, an exchange

traded commodity or other exchange traded product (each an "exchange traded instrument") or a basket of

interests in exchange traded instruments, a specified debt instrument or a basket of debt instruments, a specified

debt futures or debt options contract or a basket of debt futures or debt options contracts, a specified currency

or a basket of currencies, a specified commodity or commodity index, or a basket of commodities and/or

commodity indices, a specified inflation index or a basket of inflation indices, a specified fund share or unit

or fund index or basket of fund shares or units or fund indices, a specified futures contract or basket of futures

contracts, a specified underlying interest rate or basket of underlying interest rates, or the credit of a specified

entity or entities and any other types of Securities including hybrid Securities whereby the underlying asset(s)

may be any combination of such indices, shares, interests in exchange traded instruments, debt, currency,

commodities, inflation indices, fund shares or units or fund indices, futures contracts, credit of specified

entities, underlying interest rates, or other asset classes or types. Each issue of Securities will be issued on the

terms set out herein under "Terms and Conditions of the Notes" (the "Note Conditions" or the "Conditions").

Notice of, inter alia, the specific designation of the Securities, the aggregate nominal amount or number and

type of the Securities, the date of issue of the Securities, the issue price (if applicable), the underlying asset,

index, fund, fund index, reference entity or other item(s) to which the Securities relate, the maturity date,

whether they are interest bearing, partly paid, redeemable in instalments, the governing law of the Securities

and certain other terms relating to the offering and sale of the Securities will be set out in a final terms document

(the "Final Terms"). Copies of Final Terms in relation to Securities to be listed on Euronext Paris will also

be published on the website of the AMF (www.amf-france.org). If Securities issued by BP2F are admitted to

trading on a regulated market in the EEA and/or offered to the public in the EEA in circumstances which

require the publication of a prospectus under the Prospectus Regulation, the minimum Specified Denomination

will be EUR 1,000 (or, if denominated in a currency other than euro, the equivalent amount in such currency).

The specific terms of each Tranche of Exempt Securities will be set out in a pricing supplement document (the

"Pricing Supplement"). In respect of Exempt Securities to be admitted to trading on the Euro MTF, the

applicable Pricing Supplement will be delivered to the Luxembourg Stock Exchange on or before the date of

issue of the Exempt Securities of the relevant Tranche and published on the website of the Luxembourg Stock

Exchange (www.bourse.lu). Copies of Pricing Supplements will be available from the specified office of the

Principal Paying Agent. Any reference in this Base Prospectus to "Final Terms", "relevant Final Terms" or

"applicable Final Terms" will be deemed to include a reference to "Pricing Supplement", "relevant Pricing

Supplement" or "applicable Pricing Supplement" in relation to Exempt Securities, to the extent applicable.

Securities will be governed by English law ("English Law Securities") or, in the case of BNPP B.V. only,

French law ("French Law Securities"), as specified in the applicable Final Terms, and the corresponding

provisions in the Conditions will apply to such Securities. 3

In certain circumstances at the commencement of an offer period in respect of Securities but prior to the issue

date, certain specific information (specifically, the issue price, fixed rate of interest, minimum and/or

maximum rate of interest payable, the margin applied to the floating rate of interest payable, the gearing

applied to the interest or final payout, the Gearing Up applied to the final payout, (in the case of Autocall

Securities, Autocall One Touch Securities or Autocall Standard Securities) the FR Rate component of the final

payout (which will be payable if certain conditions are met, as set out in the Payout Conditions), (in the case

of Securities which include a Snowball Digital Coupon, Accrual Digital Coupon, Digital Coupon, SPS

Variable Amount Coupon or SPS Fixed Coupon) the Rate component of the coupon rate, the value of the

barrier component of the final payout or coupon rate, the Floor Percentage component of the final payout or

coupon rate, the AER Exit Rate used if an Automatic Early Redemption Event occurs, the Bonus Coupon

component of the final payout (in the case of Vanilla Digital Securities), the Up Cap Percentage component of

the final payout (in the case of Certi-Plus: Generic Securities, Certi-Plus: Generic Knock-in Securities and

Certi-Plus: Generic Knock-out Securities), any constant percentage (being any of Constant Percentage,

Constant Percentage 1, Constant Percentage 2, Constant Percentage 3 or Constant Percentage 4) component

of the final payout or coupon rate (which will be payable if certain conditions are met, as set out in the Payout

Conditions), the Floor Percentage component of the final payout or coupon rate and/or the Knock-in Level

and/or Knock-out Level (used to ascertain whether a Knock-in Event or Knock-out Event, as applicable, has

occurred)) may not be known. In these circumstances, the Final Terms will specify a minimum and/or

maximum price, rate, level or percentage, as applicable, or an indicative range in respect of the relevant issue

price, rates, levels or percentages and the actual price, rate, level or percentage, as applicable, will be notified

to investors prior to the Issue Date. Accordingly, in these circumstances investors will be required to make

their decision to invest in the relevant Securities based on the minimum and/or maximum price, rate, level or

percentage as applicable, or the indicative range specified in the Final Terms. Notice of the actual price, rate,

level or percentage, as applicable, will be published in the same manner as the publication of the Final Terms.

Securities issued by BNPP B.V. may be secured ("Secured Securities") or unsecured and will be guaranteed

by BNPP (in such capacity, the "BNPP Guarantor") pursuant to either (a) in respect of the Secured Securities,

(i) a Deed of Guarantee for Secured Securities in respect of English Law Securities (the " BNPP English Law

Secured Note Guarantee") or (ii) a garantie in respect of Secured Securities, which are French Law Securities

(the "BNPP French Law Secured Note Guarantee" and, together with the BNPP English Law Secured Note

Guarantee, the "BNPP Secured Note Guarantees"), the forms of which are set out herein or (b) in respect of

the unsecured Securities, (i) a Deed of Guarantee for Unsecured Securities, in respect of English Law Securities

(the "BNPP English Law Unsecured Note Guarantee") or (ii) a garantie, in respect of Unsecured Securities,

which are French Law Securities (the "BNPP French Law Unsecured Note Guarantee" and, together with the BNPP English Law Unsecured Note Guarantee, the "BNPP Unsecured Note Guarantees"), the forms of which are set out herein. The BNPP Secured Note Guarantees and the BNPP Unsecured Note Guarantees together, the "BNPP Guarantees". Securities issued by BP2F may be unsecured only and will be guaranteed by BNP Paribas Fortis SA/NV ("BNPPF" and, in such capacity, the "BNPPF Guarantor") pursuant to a Deed of Guarantee (the "BNPPF

Guarantee"), the form of which is set out herein. The BNPP Guarantees and the BNPPF Guarantee, together

the "Guarantees". The BNPP Guarantor and the BNPPF Guarantor, are together the "Guarantors" and each a "Guarantor".

Each of BNPP B.V., BNPP and BP2F has a right of substitution as set out herein. In the event that BNPP B.V.,

BNPP or BP2F exercises its right of substitution, a supplement to the Base Prospectus will be published on

the website of the AMF (www.amf-france.org) and on the website of BNPP (https://rates-

Each issue of Securities will entitle the holder thereof on the Instalment Date(s) and/or the Maturity Date either

to receive a cash amount (if any) calculated in accordance with the relevant terms or to receive physical

delivery of the underlying assets, all as set forth herein and in the applicable Final Terms.

Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents

Incorporated by Reference" below), the information on the websites to which this Base Prospectus refers does

not form part of this Base Prospectus unless that information is incorporated by reference into the Base

Prospectus and has not been scrutinised or approved by the AMF.

Capitalised terms used in this Base Prospectus shall, unless otherwise defined, have the meanings set forth in

the Conditions. 4 Prospective purchasers of Securities should ensure that they understand the nature of the relevant

Securities and the extent of their exposure to risks and that they consider the suitability of the relevant

Securities as an investment in the light of their own circumstances and financial condition. Securities

are complex financial instruments and involve a high degree of risk and potential investors should be

prepared to sustain a total loss of the purchase price of their Securities. There are significant risks

associated with holding Securities, including risks in relation to the circumstances in which Securities

(other than Secured Securities) may be written down or converted to ordinary shares and the

implications on prospective purchasers of Securities (such as a substantial loss). The circumstances in

which such prospective purchasers may suffer loss as a result of holding Securities are difficult to predict

and the quantum of any loss incurred by investors in such circumstances is also highly uncertain. For

more information, see "Risks" on pages 24 to 93. Investors in Hong Kong should not purchase the Securities in the primary or secondary markets unless

they are professional investors (as such term is defined in the Securities and Futures Ordinance (Cap.

571, Laws of Hong Kong) and its subsidiary legislation, "Professional Investors") and understand the

risks involved.

In particular, the Securities and the Guarantees and, in the case of Physical Delivery Securities (as

defined below), the Entitlement (as defined herein) to be delivered upon the redemption of such

Securities have not been, and will not be, registered under the United States Securities Act of 1933, as

amended (the "Securities Act") or any other applicable state securities laws and trading in the Securities

has not been approved by the United States Commodity Futures Trading Commission (the "CFTC") under the United States Commodity Exchange Act, as amended (the "Commodity Exchange Act"). None of the Issuers has registered as an investment company pursuant to the United States Investment Company Act of 1940, as amended (the "Investment Company Act"). The Securities are being offered

and sold in reliance on Regulation S under the Securities Act ("Regulation S") and, until the expiry of

the period of 40 days after the completion of the distribution of all of the Notes of the relevant Tranche,

may not be offered, sold, resold, held, traded, pledged, exercised, redeemed, transferred or delivered,

directly or indirectly, in the United States or to, or for the account or benefit of, persons that are a "U.S.

person" as defined in Regulation S except in accordance with Regulation S under the Securities Act or

pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the

Securities Act.

Neither the United States Securities and Exchange Commission (the "SEC") nor any other applicable state

securities commission has approved or disapproved of these securities or passed upon the accuracy of this

prospectus. Any representation to the contrary is a criminal offence.

The Securities to the extent they constitute "Secured Securities" may not be sold to, or for the account

or benefit of, U.S. persons as defined in the U.S. Risk Retention Rules ("Risk Retention U.S. Persons")

except to the extent such Risk Retention U.S. Persons have received a waiver from the applicable sponsor

and except as permitted under an exemption to the U.S. Risk Retention Rules as described under "Risks" on pages 91 and 92 and "Offering and Sale" on page 1232. "U.S. Risk Retention Rules" means Regulation RR (17 C.F.R Part 246) implementing the risk retention requirements of Section 15G of the

U.S. Securities Exchange Act of 1934, as amended.

The Issuers have requested the AMF, in accordance with Article 25(1) of the Prospectus Regulation, to provide

the competent authorities in Belgium, Ireland, Italy, Luxembourg, Poland, Portugal, Romania, Spain and the

United Kingdom with a certificate of approval attesting that the Base Prospectus has been drawn up in

accordance with the Prospectus Regulation.

BNPP's long-term credit ratings are A+ with a negative outlook (S&P Global Ratings Europe Limited

("Standard & Poor's")), Aa3 with a stable outlook (Moody's Investors Service Ltd. ("Moody's")), AA- with

a "rating watch negative" outlook (Fitch France S.A.S. ("Fitch France")) and AA (low) with a stable outlook

(DBRS Limited ("DBRS")) and BNPP's short-term credit ratings are A-1 (Standard & Poor's), P-1 (Moody's),

F1+ (Fitch France) and R-1 (middle) (DBRS). BNPP B.V.'s long-term credit ratings are A+ with a negative

outlook (Standard & Poor's) and BNPP B.V.'s short term credit ratings are A-1 (Standard & Poor's). BP2F's

senior unsecured credit ratings are A+ with a stable outlook (Standard & Poor's), A2 with a stable outlook

(Moody's France SAS ("Moody's France")) and A+ with a stable outlook (Fitch Ratings Limited ("Fitch"))

and BP2F's short-term credit ratings are A-1 (Standard & Poor's), P-1 (Moody's France) and F1 (Fitch).

BNPPF's long-term credit ratings are A+ with a negative outlook (Standard & Poor's), A2 with a stable outlook

5

(Moody's France) and A+ with a Rating Watch Negative outlook (Fitch) and BNPPF's short-term credit ratings

are A-1 (Standard & Poor's), P-1 (Moody's France) and F1 (Fitch). Each of Standard & Poor's, Moody's, Fitch

France, Moody's France, Fitch and DBRS is established in the European Union or the United Kingdom and is

registered under the Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such each of

Standard & Poor's, Moody's, Fitch France, Moody's France, Fitch and DBRS is included in the list of credit

rating agencies published by the European Securities and Markets Authority on its website (at

http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA

Regulation. Securities issued under the Programme may be rated or unrated. A security rating is not a

recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at

any time by the assigning rating agency. 6

IMPORTANT NOTICES

The securities described in this Base Prospectus may only be offered in The Netherlands to Qualified Investors

(as defined in the Prospectus Regulation). Disclaimer statement for structured products (Securities)

In relation to investors in the Kingdom of Bahrain, Securities issued in connection with this Base Prospectus

and related offering documents must be in registered form and must only be marketed to existing account

holders and accredited investors as defined by the Central Bank of Bahrain (the "CBB") in the Kingdom of

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